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nated under articles of association or by a GA resolution. The BoD
shall register to trade registry and announce the liquidators. Pursuant
to the third paragraph of the said article, the liquidator shall be appoint-
ed by the court in case the court decides on the liquidation of the com-
pany. The liquidation proceedings were conducted by the BoD, even in
the event of a court decision, prior to the New TCC. At least of the liq-
uidators having representative authority must be a Turkish citizen and
reside in Turkey.
Pursuant to Article 537/1 of the New TCC, the GA may always
dismiss the appointed liquidators or the members of the BoD who con-
duct the liquidation. Pursuant to the second paragraph of the same arti-
cle, a court decision is sufficient for the registration and announcement
of the liquidators which are appointed by the court. In case none of the
liquidators are Turkish citizens or reside in Turkey, the court may
appoint a person fulfilling such qualities as a liquidator upon the
request of shareholders, creditors of the company and Ministry of
Customs and Trade.
Article 539 of the New TCC regulates limitation and extension of
the authorities of the liquidators. The authorities of the liquidators can-
not be transferred; however, they may grant another liquidator or a
third person representative authority for realizing certain transactions.
The transactions which the liquidator realizes with third persons apart
from the liquidation proceedings shall be binding on the company
unless the third person is aware or it is impossible that the third person
to not be aware that the relevant transaction is not within the scope of
liquidation. The registration and announcement of liquidation is not
sufficient for proving the said circumstance.
First inventory and balance sheet within the scope of the liquida-
tion proceedings shall be immediately prepared by the liquidators once
they take office. The New TCC, unlike the TCC, stipulates that the
experts may be requested in order to evaluate the value of the compa-
ny assets, if necessary.
Article 541 of the New TCC includes provisions regarding the
convocation and protection of creditors. The creditors whose address-
es are known shall be invited by registered letter. Other creditors shall
be invited to declare their receivables by an announcement to be made
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NEWSLETTER 2012